Since November 2, 2016, amendments have been made to the legislation of Ukraine, according to which notarial attestation of signatures on the minutes of the general meeting or the decision of the founder became mandatory.
What are the minutes of the general meeting?
The minutes of the general meeting is a document in which the decisions taken at the meeting of the founders are recorded. Taking minutes allows you to record any changes that occur in a limited liability company (LLC).
- change in LLC founding members’ composition;
- change of LLC location;
- change of industry type (KVED - Ukrainian Industry Classification System);
- change of director.
The minutes are an official way of recording changes and decisions taken internally. Any issues raised at the meeting of the founders can be entered in the minutes. If a company has a sole founder, a document called the Decision of the Founder can be drawn up.
An important point is the correct preparation of the minutes. Lack of important data may adversely affect litigation. Thus, the document should contain:
- minutes details: name, index number, company name, date, city, signatures of participants;
- names of the meeting participants or a founder (if a Decision is executed);
- agenda, i.e. issues submitted for general consideration;
- decisions taken at the end of the meeting.
The minutes and decision have equal legal force. They are applied to the companies with different numbers of founders. For companies with a sole founder, a decision form is applied, while a structure in which there are several members shall have the minutes.
What is the significance of the minutes and decision?
The proceedings of the company meeting shall be recorded in the minutes. Decisions made shall be reflected in the document. This gives legal guarantees to all the meeting participants that the approved issues enter into force. For this, the minutes or decision shall be properly executed, and then certified by a notary. From this moment on, the document shall become effective.
What are the risks?
Well-written minutes are a guarantee for all participants in the meeting. There are no risks for the company in this case. But when creating a document, it is important to follow all the rules of paperwork. The official record shall be correctly executed. The document shall contain the details of the company, signatures, and date of the meeting.
What is required for notarization of the minutes or decision?
LLC members meeting organization shall be initiated by the founders. At the event, all present members shall be explained the general rules and responsibilities of the parties. A form shall be prepared for the meeting to draw up the minutes. At the meeting, important questions shall be raised and a vote shall be held. All decisions shall be clearly recorded in the document.
- passports and TINs of all the LLC founders;
- the very minutes or decision.
A notary authenticates signatures. From this moment on, all the decisions taken, recorded in the document, are officially valid.